A&D Instruments Ltd Standard Terms and Conditions of Trading

1. Interpretation
1.1 In these conditions:
“The Company” is A&D Instruments Ltd, 24 Blacklands Way, Abingdon Business Park, Abingdon, Oxon, OX14 1DY.
“The Customer” is the original purchaser of a Product from the Company
“The Purchaser” is the first final owner of the Product supplied by the Company where the first final owner is not the Customer.
“Terms and Conditions” are the General Terms and Conditions contained in this document, together with any other supplemental, Warranty andor special terms and conditions issued by the Company whatsoever. “Warranty Card” is the supplemental product specific Warranty Card issued with the Products.
“Warranty Period” is the period of the Warranty and Liability specified in the Warranty Card.
“Warranty Terms and Conditions” is the supplemental Terms and Conditions of Warranty issued with the Product.

2. Warranties and Liability
2.1 The Company limits it’s liabilities to Warranty of the Products as detailed in the Warranty Card and Warranty Terms and Conditions issued with the Products and no other liability shall apply or purport to govern the Product in writing or
2.3 the Product has been re-sold by the first Purchaser of the Product.
2.4 Any Warranty liability shall not be valid until the full payment for the Products has been received by the Company.

3. Pricing
3.1 Any prices quoted by the Company may be subject to change at the time of dispatch from the Company’s premises without prior notification: and
3.2 are on an Ex-works basis. Where the goods are not collected by the Customer the Company will make an additional Delivery charge; and
3.3 all prices are exclusive of VAT which will be charged at the applicable rates at the time of Invoice; and
3.4 the Company reserves the right to make a Minimum Charge on all orders of £50.00 where the value is lower than £50.00.
3.5 replacements for missing parts, components, and accessories are not included in the price.
3.6 where these terms refer to charges, which are not specified, on the invoice for the Product, the price will be in accordance with the Company’s current price list or charging rates.

4. Terms of payment
4.1 Subject to any special terms agreed in writing between the Company and the Customer, the Company may invoice the Customer for the price of the Products on or at any time after despatch of the Products, unless the Products are to be collected by the Customer, in which event the Company shall be entitled to invoice the Customer for the price at any time after the Company has notified the Customer that the Products are ready for collection.
4.2 Payment on all invoices is due without set-off or deduction on the date of invoice unless previously agreed in writing by the Company.
4.3 If the Customer fails to make any payment by the due date then, without limiting any other right or remedy available to the Company, the Company may:
4.3.1 cancel the contract or suspend any further deliveries to the Customer;
4.3.2 appropriate any payment made by the Customer to such of the Products (or Products supplied under any other contract between the Company and the Customer) as the Company may think fit; and
4.3.3 The Company will exercise its statutory right to charge interest under the Late Payment of Commercial Debts (Interest) Act 1998, and will claim, in respect of any amounts outstanding for more than 45 days, daily interest at the rate of 8% over the then LIBOR rate applicable.
4.3.4 In the event of non or late payment the Company reserves the right to delay or cancel any outstanding orders from the customer until payment is received, and
4.3.5 may withdraw or vary the payment terms for such orders.
4.4 Where the goods are supplied on a Credit Account basis payment is due on the agreed terms from the date of leaving the Company’s premises or informing the Customer of the availability of collection of such goods and not from the receipt by the Customer at their premises

5. Retention of Title 
5.1 All Products supplied under this Agreement are supplied on a retention of title basis. Ownership of the Products shall pass to the Customer as and when all monies (however arising) owed by the Customer to the Company have been paid in full.

6. Delivery
6.1 Delivery times and dates shall not be of the essence of the contract. The Company shall not be liable for any loss or damage to the Customer arising from the failure to deliver. Delivery shall be to the name and address in the order form unless the Customer otherwise confirms in writing.
6.2 The Customer is obliged to notify in writing within 7 days of receipt any such claims in respect of defects, damage and/or deficit in respect of any part of the order. Unless it has been stated in the order that the order shall be fulfilled in one instalment the Company shall be entitled to make deliveries by instalments and request payment for those goods delivered in accordance with Clause 4

7. Risk
7.1 The property and risk in the Products shall pass on delivery to the Customer or if delivered in instalments, property and risk shall pass in respect of those Products delivered in that instalment only. Where all or part of the Products are retained by the Company but the Customer has paid the agreed price, then property in the Products shall pass to the Customer on payment, but the risk in such Products shall remain with Company until actual delivery.

8. Return of Goods Supplied
8.1 In the event that the Customer returns goods supplied by the Company then acceptance of the returned goods shall not be made by the Company until the Company has inspected and accepted such goods in writing, and
8.1.1 the Customer shall agree with the Company that such goods may be returned, and
8.1.2 the Company will make a 20% restocking charge, and
8.1.3 the Customer is responsible for arranging and paying all costs for return to the Company’s premises, and
8.1.4 the goods are received at the Company’s premises in an unopened condition and that the packing and goods are in a resalable condition, and
8.1.5 the Company may at their sole discretion offer to repack the goods if the outer packaging is damaged at an additional cost to the Customer
8.2 No Credit shall be given to the Customer following acceptance by the Company until written acceptance is received from the Customer by the Company to any and all charges made by the Company
8.3 The Customer has no right of set-off for returned goods until the Company has issued a Credit Note for such goods and the original invoice is due for payment in full on the due date and in accordance with Clause 4

9. Calibration Certificates
9.1 The Company will (where appropriate) provide a certificate of calibration, which is traceable to national standards.
9.2 The Certificate will be produced for products tested at the Company’s Abingdon office. A charge for this service will be made.

10. EC Verification Second Stage (Weighing Products Only)
10.1 Most EC approved models can be second stage verified at the Company’s Abingdon office for a fixed charge.
10.2 The HR-EC series will require verification at the point of use. A charge for this service will be made.

11 Repairs
11.1 Most repairs received by the Company are carried out using the Fixed Rate Repair Scheme
11.2 There will be a small charge for preparing a quotation for repairs
11.3 Where a Customer is also a Distributor, Distributor Terms and Conditions shall accompany these General Terms and Conditions and shall form an integral part of these Terms and Conditions.
11.4 Before Products are returned to the Company, the following should be carried out by the Customer:
11.4.1 contact Customer Services of the Company for an RGA number, and
11.4.2 raise a purchase order, and
11.4.3 complete and return the instrument decontamination form, in order that the Company may ensure the safety of its staff, and
11.4.4 package the Product labelling the carton with the RGA number and send it to: A&D Instruments Ltd, 24 Blacklands Way, Abingdon Business Park, Abingdon, Oxon, OX14 1DY
11.5 The Fixed Rate Repair Scheme applies only to Products capable of repair and only to a single fault condition. Multiple faults if unrelated will not be covered.
11.6 Repair reports (fault finding and faulty analysis) are available on request for a small charge.
11.7 Re-verification of chargeable repairs will incur an additional charge. (Weighing Products only).
11.8 To ensure the safety of the Company’s customers, Portable Appliance Tests (PAT) will be carried out on all repairs. There may be a charge for this. Please refer to the price list current at the time of the test for more information.
11.9 Repairs that are awaiting acceptance of the Company’s quotation for more than 30 days may be disposed of. Charges may be made to cover the cost of such disposal.
11.10 Products returned for repair without original packing shall incur a packing charge to ensure that the Product is not damaged on its return to the Customer.

12. Demonstration Equipment
The Company may at their sole discretion loan to the Customer equipment for Demonstration purposes subject to the following
12.1 The Customer shall issue a written order for such Demonstration Equipment accepting all the conditions herein without reservation, and
12.1.1 The Customer shall be responsible for the cost of all delivery costs from the Company’s premises and the return thereof, and
12.1.2 shall save harmless the Company against any loss damage or claim whatsoever during the period of the loan and delivery thereof, and
12.1.3 shall be responsible at their cost to keep and maintain such equipment in a proper safe and serviceable condition, and
12.1.4 shall pay to the Company on the return to the Company any costs of repair to such goods.
12.2 Unless otherwise agreed in writing the Company will charge the Customer for such Demonstration Equipment not returned to the Company within 3 months of the original shipment.

13. General
13.1 These Terms and Conditions constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other terms and conditions express or implied by statue or otherwise, are excluded to the fullest extent permitted by law and whether quoted on the Customer Order or other Customer communication
13.2 These Terms and Conditions shall apply until varied or revoked by the Company and no other terms whatsoever shall apply.
13.3 These Terms and Conditions come into effect on the date shown and supersede all previous versions from the date shown below
13.3 No failure or delay by either party in exercising any of its rights shall be deemed to be a waiver of that right, and no wavier by either party of any breach of these Terms and Conditions by the other shall be considered as a waiver of any subsequent breach of the same for any other provisions.
13.4 If any provision of these Terms and Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and Conditions and the remainder of the provision in question shall not be affected.
13.5 English law shall apply to these Terms and Conditions and the parties agree to submit to the non-exclusive jurisdiction of the English Courts.

Version 3 – Issue Date 1st September 2009